17 Oct
2013
17 Oct
'13
7:06 p.m.
Do keep in mind that the first piece of paper work that has to go to
Sacramento only needs very minimal information: pretty much just the name
of the organization, a statement of purpose, and a contact person.
After that piece of paper is in, I think you still have 90 days to file the
additional form with the bylaws and board of directors. So you might as
well get the ball rolling asap...
Patrik
On Thu, Oct 17, 2013 at 10:37 AM, Hol Gaskill <hol(a)gaskill.com> wrote:
I was at sudo last wednesday through meeting time
hoping to discuss this
issue and get caught up, and we only had 4 people so we didn't really feel
there was consensus to make broad strokes. I'll be honest - it had been a
while and I was really looking forward to chewing on some of this language.
Taking the articles to sacramento with a week's notice to all n-7 sudoers
after so much time going back and forth does not seem proper. Is there a
specific deadline that coincides with a week from now? I will absolutely
take a look at the revised articles this week and submit proposed revisions
for discussion and I encourage everyone who cares about small but
significant details to do the same. I don't agree with the approach taken
on timing here, but I am more interested in registering sudo room's legal
status as a nonprofit than making procedural objections so I join the
voices calling for revisions this week if ever. I also volunteer to be on
the board in some role that involves spreadsheets or whatever nuts and
bolts tasks need a person of contact with minimal public component.
hol
Oct 16, 2013 06:22:45 PM, juul(a)labitat.dk wrote:
Hi everysudoer
>
https://sudoroom.org/wiki/Articles_of_Incorporation
> * Article 3 - This is about our
purpose and values. We can and should
more or less freely change 3.1 and 3.2, but 3.3 should remain unchanged.
> * The Articles talk about how the
board can fix fees for the members to
pay, but we are almost certainly interested in letting members pay for
their membership with work, by putting in time instead of money. I don't
think we can put this into our articles of incorporation for two reasons:
> "5351. A corporation may
levy dues, assessments or fees upon its
members pursuant to its articles or bylaws, but a member upon
learning of them may avoid liability for them by promptly resigning
from membership, except where the member is, by contract or
otherwise, liable for them. Article or bylaw provisions authorizing
such dues, assessments or fees do not, of themselves, create such
liability."
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-…
2. I'm worried that we may count
as an employer if we give out
membership in return for work, which may subject us to a whole set of other
laws. However, I am not a lawyer.
> Keep it mind that
"membership" for the purposes of the articles of
incorporation only refers to the right to vote on things related to the
board and articles of incorporation. So we could fix this by simply
defining additional membership in our bylaws that define the more important
things, such as being part of decision-making at our weekly meetings and
24/7 access to the space, and defining a membership fee in the bylaws that
can be substituted by putting in work. We then simply have the directors
set an official membership fee of 0. The only weirdness with this solution:
It would be easier to become a member in the eyes of the articles of
incorporation (requiring only trust of another member) than it would be to
become a member in the eyes of the bylaws.
>--
>Marc/Juul
>_______________________________________________
>sudo-discuss mailing list
>sudo-discuss(a)lists.sudoroom.org
>http://lists.sudoroom.org/listinfo/sudo-discuss
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For those of you who don't already know, sudo room is aiming to
incorporate as
a california non-profit, with the long-term goal of reaching
501(c)3 status.
For now, we're working out Articles of
Incorporation. These are based
mostly on Noisebridge's Articles of
Incorporation:
In reading this, it may surprise people to see all
of this talk of a
board of directors and hierarchical structures. Most, if not all
of this is
required by law ( this law:
http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp ) and we
can safely ignore it in the day to day running of our hackerspace. Instead
of trying to explain, I will quote Mitch Altman responding to the question
"What is the management structure [of Noisebridge] like?":
"There isn't any. The official line is
that we're an anarchist collective
but the reality is that it's more of a
web of trust model, with the usual
elements of feudalism that crystallize out of any anarchic group. There's a
board that appoints officers who technically have executive authority with
regards to the space, but the reality is that if any of them actually
exercised power they'd get thrown out. For certain things, like insurance,
taxes, and our nonprofit filings, they have duties but those are invisible
to the day-to-day operations."
So, the important thing to remember is that these
Articles of
Incorporation allow the members to throw out any director who abuses
their
power. We will then go on to define how our day to day space is run outside
of the articles of incorporation (e.g. in our bylaws).
The power of a majority of the members to remove
directors is defined in
7.6.c.2:
https://sudoroom.org/wiki/Articles_of_Incorporation#c._Removal_of_Directors
If we want to tweak the Noisebridge articles of
incorporation at all, I
believe that the following are most in need of editing:
* Article 6.1 - A member is proposed for
membership by one existing
member. Do we want to change this to two?
1. The California Corporations code
specifically says that the board
may levy dues, but says nothing about levy'ing
anything in place of dues: